§55‑8‑57. Additional indemnification and insurance.
(a) In addition to andseparate and apart from the indemnification provided for in G.S. 55‑8‑51,55‑8‑52, 55‑8‑54, 55‑8‑55 and 55‑8‑56,a corporation may in its articles of incorporation or bylaws or by contract orresolution indemnify or agree to indemnify any one or more of its directors,officers, employees, or agents against liability and expenses in any proceeding(including without limitation a proceeding brought by or on behalf of thecorporation itself) arising out of their status as such or their activities inany of the foregoing capacities; provided, however, that a corporation may notindemnify or agree to indemnify a person against liability or expenses he mayincur on account of his activities which were at the time taken known orbelieved by him to be clearly in conflict with the best interests of thecorporation. A corporation may likewise and to the same extent indemnify oragree to indemnify any person who, at the request of the corporation, is or wasserving as a director, officer, partner, trustee, employee, or agent of anotherforeign or domestic corporation, partnership, joint venture, trust or otherenterprise or as a trustee or administrator under an employee benefit plan. Any provision in any articles of incorporation, bylaw, contract, or resolutionpermitted under this section may include provisions for recovery from thecorporation of reasonable costs, expenses, and attorneys' fees in connectionwith the enforcement of rights to indemnification granted therein and mayfurther include provisions establishing reasonable procedures for determiningand enforcing the rights granted therein.
(b) The authorization,adoption, approval, or favorable recommendation by the board of directors of apublic corporation of any provision in any articles of incorporation, bylaw,contract or resolution, as permitted in this section, shall not be deemed anact or corporate transaction in which a director has a conflict of interest,and no such articles of incorporation or bylaw provision or contract orresolution shall be void or voidable on such grounds. The authorization,adoption, approval, or favorable recommendation by the board of directors of anonpublic corporation of any provision in any articles of incorporation, bylaw,contract or resolution, as permitted in this section, which occurred prior toJuly 1, 1990, shall not be deemed an act or corporate transaction in which adirector has a conflict of interest, and no such articles of incorporation,bylaw provision, contract or resolution shall be void or voidable on suchgrounds. Except as permitted in G.S. 55‑8‑31, no such bylaw,contract, or resolution not adopted, authorized, approved or ratified byshareholders shall be effective as to claims made or liabilities assertedagainst any director prior to its adoption, authorization, or approval by theboard of directors.
(c) A corporation maypurchase and maintain insurance on behalf of an individual who is or was adirector, officer, employee, or agent of the corporation, or who, while adirector, officer, employee, or agent of the corporation, is or was serving atthe request of the corporation as a director, officer, partner, trustee,employee, or agent of another foreign or domestic corporation, partnership,joint venture, trust, employee benefit plan, or other enterprise, againstliability asserted against or incurred by him in that capacity or arising fromhis status as a director, officer, employee, or agent, whether or not thecorporation would have power to indemnify him against the same liability underany provision of this Chapter. (1955, c. 1371, s. 1; 1969,c. 797, s. 1; 1973, c. 469, s. 5; 1985 (Reg. Sess., 1986), c. 1027, ss. 35‑38;1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.14.)
§55‑8‑57. Additional indemnification and insurance.
(a) In addition to andseparate and apart from the indemnification provided for in G.S. 55‑8‑51,55‑8‑52, 55‑8‑54, 55‑8‑55 and 55‑8‑56,a corporation may in its articles of incorporation or bylaws or by contract orresolution indemnify or agree to indemnify any one or more of its directors,officers, employees, or agents against liability and expenses in any proceeding(including without limitation a proceeding brought by or on behalf of thecorporation itself) arising out of their status as such or their activities inany of the foregoing capacities; provided, however, that a corporation may notindemnify or agree to indemnify a person against liability or expenses he mayincur on account of his activities which were at the time taken known orbelieved by him to be clearly in conflict with the best interests of thecorporation. A corporation may likewise and to the same extent indemnify oragree to indemnify any person who, at the request of the corporation, is or wasserving as a director, officer, partner, trustee, employee, or agent of anotherforeign or domestic corporation, partnership, joint venture, trust or otherenterprise or as a trustee or administrator under an employee benefit plan. Any provision in any articles of incorporation, bylaw, contract, or resolutionpermitted under this section may include provisions for recovery from thecorporation of reasonable costs, expenses, and attorneys' fees in connectionwith the enforcement of rights to indemnification granted therein and mayfurther include provisions establishing reasonable procedures for determiningand enforcing the rights granted therein.
(b) The authorization,adoption, approval, or favorable recommendation by the board of directors of apublic corporation of any provision in any articles of incorporation, bylaw,contract or resolution, as permitted in this section, shall not be deemed anact or corporate transaction in which a director has a conflict of interest,and no such articles of incorporation or bylaw provision or contract orresolution shall be void or voidable on such grounds. The authorization,adoption, approval, or favorable recommendation by the board of directors of anonpublic corporation of any provision in any articles of incorporation, bylaw,contract or resolution, as permitted in this section, which occurred prior toJuly 1, 1990, shall not be deemed an act or corporate transaction in which adirector has a conflict of interest, and no such articles of incorporation,bylaw provision, contract or resolution shall be void or voidable on suchgrounds. Except as permitted in G.S. 55‑8‑31, no such bylaw,contract, or resolution not adopted, authorized, approved or ratified byshareholders shall be effective as to claims made or liabilities assertedagainst any director prior to its adoption, authorization, or approval by theboard of directors.
(c) A corporation maypurchase and maintain insurance on behalf of an individual who is or was adirector, officer, employee, or agent of the corporation, or who, while adirector, officer, employee, or agent of the corporation, is or was serving atthe request of the corporation as a director, officer, partner, trustee,employee, or agent of another foreign or domestic corporation, partnership,joint venture, trust, employee benefit plan, or other enterprise, againstliability asserted against or incurred by him in that capacity or arising fromhis status as a director, officer, employee, or agent, whether or not thecorporation would have power to indemnify him against the same liability underany provision of this Chapter. (1955, c. 1371, s. 1; 1969,c. 797, s. 1; 1973, c. 469, s. 5; 1985 (Reg. Sess., 1986), c. 1027, ss. 35‑38;1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.14.)
§55‑8‑57. Additional indemnification and insurance.
(a) In addition to andseparate and apart from the indemnification provided for in G.S. 55‑8‑51,55‑8‑52, 55‑8‑54, 55‑8‑55 and 55‑8‑56,a corporation may in its articles of incorporation or bylaws or by contract orresolution indemnify or agree to indemnify any one or more of its directors,officers, employees, or agents against liability and expenses in any proceeding(including without limitation a proceeding brought by or on behalf of thecorporation itself) arising out of their status as such or their activities inany of the foregoing capacities; provided, however, that a corporation may notindemnify or agree to indemnify a person against liability or expenses he mayincur on account of his activities which were at the time taken known orbelieved by him to be clearly in conflict with the best interests of thecorporation. A corporation may likewise and to the same extent indemnify oragree to indemnify any person who, at the request of the corporation, is or wasserving as a director, officer, partner, trustee, employee, or agent of anotherforeign or domestic corporation, partnership, joint venture, trust or otherenterprise or as a trustee or administrator under an employee benefit plan. Any provision in any articles of incorporation, bylaw, contract, or resolutionpermitted under this section may include provisions for recovery from thecorporation of reasonable costs, expenses, and attorneys' fees in connectionwith the enforcement of rights to indemnification granted therein and mayfurther include provisions establishing reasonable procedures for determiningand enforcing the rights granted therein.
(b) The authorization,adoption, approval, or favorable recommendation by the board of directors of apublic corporation of any provision in any articles of incorporation, bylaw,contract or resolution, as permitted in this section, shall not be deemed anact or corporate transaction in which a director has a conflict of interest,and no such articles of incorporation or bylaw provision or contract orresolution shall be void or voidable on such grounds. The authorization,adoption, approval, or favorable recommendation by the board of directors of anonpublic corporation of any provision in any articles of incorporation, bylaw,contract or resolution, as permitted in this section, which occurred prior toJuly 1, 1990, shall not be deemed an act or corporate transaction in which adirector has a conflict of interest, and no such articles of incorporation,bylaw provision, contract or resolution shall be void or voidable on suchgrounds. Except as permitted in G.S. 55‑8‑31, no such bylaw,contract, or resolution not adopted, authorized, approved or ratified byshareholders shall be effective as to claims made or liabilities assertedagainst any director prior to its adoption, authorization, or approval by theboard of directors.
(c) A corporation maypurchase and maintain insurance on behalf of an individual who is or was adirector, officer, employee, or agent of the corporation, or who, while adirector, officer, employee, or agent of the corporation, is or was serving atthe request of the corporation as a director, officer, partner, trustee,employee, or agent of another foreign or domestic corporation, partnership,joint venture, trust, employee benefit plan, or other enterprise, againstliability asserted against or incurred by him in that capacity or arising fromhis status as a director, officer, employee, or agent, whether or not thecorporation would have power to indemnify him against the same liability underany provision of this Chapter. (1955, c. 1371, s. 1; 1969,c. 797, s. 1; 1973, c. 469, s. 5; 1985 (Reg. Sess., 1986), c. 1027, ss. 35‑38;1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.14.)
